NRx Pharmaceuticals (NASDAQ: NRXP) gets Nasdaq meeting notice over delay

Rhea-AI Filing Summary

NRx Pharmaceuticals, Inc. reported that on January 12, 2026 it received a letter from Nasdaq stating the company is not in compliance with Nasdaq rules requiring an annual shareholder meeting within twelve months of the fiscal year ended December 31, 2024. The company has 45 calendar days to submit a plan to regain compliance, and Nasdaq may grant an exception of up to 180 days from fiscal year end, through June 29, 2026. The notice does not immediately affect trading of the NRXP common stock, but the company will be listed as non-compliant on Nasdaq’s website and market data feeds.

The board set March 23, 2026 as the date of the 2025 Annual Meeting, to be held virtually, with February 12, 2026 as the record date. Because this date is more than 60 days after the prior October 8, 2024 annual meeting, stockholders must submit most proposals or director nominations under the bylaws by the close of business on January 26, 2026 to be considered at the 2025 meeting.

Positive

• None.

Negative

• Nasdaq noncompliance notice for missed annual meeting deadline: On January 12, 2026 the company received a Nasdaq letter stating it is no longer in compliance with rules requiring an annual shareholder meeting within twelve months of the fiscal year end, creating a defined timeframe and potential risk around maintaining its listing.

Insights

Equity Analyst – Listing & Governance Risk

Nasdaq noncompliance adds listing risk, partly offset by a scheduled 2025 annual meeting.

NRx Pharmaceuticals has disclosed a Nasdaq notice dated January 12, 2026 for failing to hold an annual meeting within twelve months of its fiscal year ended December 31, 2024. The company must submit a compliance plan within 45 days, and Nasdaq may grant up to June 29, 2026 to hold the meeting. During this period, the stock remains listed but is flagged as non-compliant on Nasdaq’s systems.

The board has now set a virtual 2025 Annual Meeting for March 23, 2026, with a record date of February 12, 2026, which is designed to address the missed timing requirement. Governance-focused investors may pay attention to whether NRx submits its plan on time and successfully holds the annual meeting within any exception period granted by Nasdaq, as failure to do so could ultimately jeopardize its Nasdaq listing under the rules described.

false 0001719406 0001719406 2026-01-12 2026-01-12 0001719406 nrxp:CommonStockParValue0001PerShareCustomMember 2026-01-12 2026-01-12 0001719406 nrxp:WarrantsToPurchaseOneShareOfCommonStockCustomMember 2026-01-12 2026-01-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 12, 2026

NRX PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

	Delaware		001-38302		82-2844431
	(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

	1201 Orange Street, Suite 600 Wilmington, Delaware		19801
	(Address of principal executive offices)		(Zip Code)

(484) 254-6134

(Registrant’s telephone number, including area code) 

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.424)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: 

Title of each class		Trading Symbol		Name of exchange on which registered
Common Stock, par value $0.001 per share		NRXP		The Nasdaq Stock Market LLC
Warrants to purchase one share of Common Stock		NRXPW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

On January 16, 2026, NRx Pharmaceuticals, Inc. (the “Company”) issued a press release announcing the date of the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”), as well as the record date for the 2025 Annual Meeting. The Company will provide additional details regarding the exact time, location, and matters to be voted on at the 2025 Annual Meeting in the Company's proxy statement for the 2025 Annual Meeting to be filed with the U.S. Securities and Exchange Commission (the “SEC”) prior to the 2025 Annual Meeting. Additionally, because the 2025 Annual Meeting was not held within twelve months of the end of the Company’s fiscal year ended December 31, 2024, the Company received a letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is no longer in compliance with Nasdaq Listing Rules.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 12, 2026, the Company received a letter from the Listing Qualifications Staff of the Nasdaq notifying the Company that it is no longer in compliance with Nasdaq Listing Rules, which requires the Company to hold an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end (the “Nasdaq Letter”).

The Nasdaq Letter states that the Company has 45 calendar days to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq can grant an exception of up to 180 calendar days from the fiscal year end, or until June 29, 2026, to regain compliance. Nasdaq will consider factors such as the likelihood that the annual meeting can be held within the exception period, the Company’s compliance history, the reasons for the delay, corporate events that may occur during the review period, the Company’s overall financial condition, and its public disclosures.

The Company intends to submit a compliance plan to Nasdaq within the required timeframe and is taking steps to regain compliance with Nasdaq Listing Rules as soon as practicable. However, there can be no assurance that Nasdaq will accept the Company’s plan or that the Company will be able to regain compliance within any extension period granted by Nasdaq or maintain compliance with the other continued listing requirements set forth in the Nasdaq Listing Rules.

In accordance with Nasdaq Listing Rule 5810(b), the Company is required to disclose the receipt of the Nasdaq Letter. The Nasdaq Letter has no immediate effect on the listing or trading of the Company’s common stock on Nasdaq, which will continue to trade under the symbol “NRXP.” However, beginning five business days from the date of the Nasdaq Letter, Nasdaq will add the Company to its list of non-compliant companies on its website and broadcast an indicator of non-compliance over its market data dissemination network.

Item 7.01 Regulation FD Disclosure.

On January 16, 2026, the Company issued a press release announcing the date of the 2025 Annual Meeting and the record date for the 2025 Annual Meeting. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated by reference hereto.

The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

2025 Annual Shareholder Meeting

On January 13, 2026 the board of directors (the “Board”) of the Company established March 23, 2026 as the date of the 2025 Annual Meeting and set February 12, 2026 as the record date for determining stockholders entitled to receive notice of and vote at the 2025 Annual Meeting. The meeting will be a virtual meeting conducted by live webcast on the internet. Additional details regarding the 2025 Annual Meeting, including the time and matters to be voted upon, will be set forth in the Company’s definitive proxy statement for the 2025 Annual Meeting to be filed with the SEC.

Because the date of the 2025 Annual Meeting is more than 60 days after the anniversary of the Company’s prior annual meeting held on October 8, 2024 (the “2024 Annual Meeting”), the deadline for stockholder nominations or proposals for consideration at the 2025 Annual Meeting set forth in the Company’s 2024 proxy statement no longer applies. As such, the Company is filing this Current Report on Form 8-K to publicly announce the date of the 2025 Annual Meeting and to provide the due date for the submission of any qualified stockholder proposals (other than proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or qualified stockholder director nominations.

Pursuant to the Company’s Second Amended and Restated Bylaws (the “Bylaws”), in order for stockholder proposals (other than proposals submitted pursuant to Rule 14a-8 under the Exchange Act) or stockholder nominations to be properly brought before the 2025 Annual Meeting, the Company must receive proper written notice, delivered in accordance with the Bylaws, at its principal executive offices no later than the close of business on January 26, 2026. Because the 2025 Annual Meeting will be held more than sixty (60) days after the one-year anniversary of the 2024 Annual Meeting, this deadline reflects the later of (i) the ninetieth (90th) day prior to the 2025 Annual Meeting and (ii) the tenth (10th) day following the date on which the Company first publicly disclosed the date of the 2025 Annual Meeting.

Stockholder proposals submitted for inclusion in the Company’s proxy materials pursuant to Rule 14a-8 under the Exchange Act must comply with the requirements and deadlines specified in Rule 14a-8 and are not governed by the advance-notice provisions of the Bylaws.

The January 26, 2026 deadline will also apply in determining whether a stockholder proposal or nomination is timely for purposes of exercising discretionary voting authority under Rule 14a-4(c) of the Exchange Act. In addition, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must comply with the notice, information, and timing requirements of Rule 14a-19 under the Exchange Act and the Company’s Bylaws.

Stockholder written proposals and director nominations (other than proposals submitted pursuant to Rule 14a-8 under the Exchange Act) should be delivered to NRx Pharmaceuticals, Inc., c/o the Secretary, at the Company’s principal executive offices, in accordance with the Bylaws. Such delivery must be made exclusively by hand (including overnight courier service) or by certified or registered mail, return receipt requested. Any stockholder proposal or director nomination (other than a proposal submitted pursuant to Rule 14a-8) received after the January 26, 2026 deadline will be considered untimely under the Bylaws and will not be considered at the 2025 Annual Meeting. 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated January 16, 2026
104	Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	NRx Pharmaceuticals, Inc.
Date: January 16, 2026	By:	/s/ Jonathan Javitt
	Name:	Jonathan Javitt
	Its:	Interim Chief Executive Officer

FAQ

Why did NRx Pharmaceuticals (NRXP) receive a Nasdaq noncompliance notice?

NRx Pharmaceuticals received a letter from Nasdaq on January 12, 2026 because it did not hold an annual shareholder meeting within twelve months of its fiscal year ended December 31, 2024, as required by Nasdaq Listing Rules.

Does the Nasdaq notice immediately affect trading of NRXP stock?

The notice has no immediate effect on the listing or trading of NRXP common stock, which continues to trade on Nasdaq. However, starting five business days after the letter, Nasdaq will identify the company as non-compliant on its website and through its market data dissemination network.

How long does NRx Pharmaceuticals have to regain Nasdaq compliance?

The company has 45 calendar days from the January 12, 2026 letter to submit a plan to regain compliance. If Nasdaq accepts the plan, it can grant an exception of up to 180 days from fiscal year end, or until June 29, 2026, for the company to hold its annual meeting.

When is the NRx Pharmaceuticals 2025 Annual Meeting and what is the record date?

The board set March 23, 2026 as the date of the 2025 Annual Meeting, which will be held as a virtual meeting by live webcast. The record date for stockholders entitled to receive notice of and vote at the meeting is February 12, 2026.

What is the deadline for NRx (NRXP) stockholder proposals and director nominations for the 2025 meeting?

Under the company’s bylaws, stockholder proposals (other than Rule 14a-8 proposals) and director nominations for the 2025 Annual Meeting must be received at NRx’s principal executive offices by the close of business on January 26, 2026 to be considered timely.

Are Rule 14a-8 stockholder proposals for NRx Pharmaceuticals governed by the same January 26, 2026 deadline?

No. Proposals submitted for inclusion in the company’s proxy materials under Rule 14a-8 must meet the requirements and deadlines in Rule 14a-8 itself and are not governed by the advance-notice provisions of the bylaws that set the January 26, 2026 deadline.

What additional disclosure did NRx Pharmaceuticals provide about the Nasdaq notice and annual meeting?

The company explained that it is required under Nasdaq Listing Rule 5810(b) to disclose receipt of the Nasdaq letter and that it intends to submit a compliance plan. It also noted that more details on the March 23, 2026 annual meeting, including agenda items, will appear in the proxy statement to be filed with the SEC.